Affiliate and Third Party Service Providers Sample Clauses

Affiliate and Third Party Service Providers. The Parties acknowledge and agree that PCS may provide the applicable Services directly, through an Affiliate of PCS or through one or more third parties (a) engaged by PCS to provide the applicable Services, or (b) that act as a supplier of Products or Services to PCS on a back to back basis, in each case in accordance with the terms of this Section 1.03 (each such third party, a “Third Party Service Provider”). PCS shall make, in its sole discretion, any decisions as to whether it will provide the applicable Services directly or through an Affiliate or Third Party Service Provider; provided, that (i) PCS shall remain responsible for ensuring that its obligations with respect to such Services, including with respect to the standard of care for such services set forth in Section 2.01, are satisfied with respect to all Services provided by any Affiliate or Third Party Service Provider, (ii) the use of any Third Party Service Provider shall not increase any fees or other amounts payable by Innophos hereunder, (iii) in the event Innophos raises a concern to PCS in good faith that a Third Party Service Provider is failing to provide Products or Services in accordance with the terms of this Agreement, PCS shall reasonably consider such concern in good faith and (iv) if PCS determines in good faith that a Third Party Service Provider is failing to provide Products or Services in accordance with the terms of this Agreement, then PCS shall take reasonable steps to address and remedy such compliance issues to the reasonable satisfaction of Innophos.
Sample 1
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Related to Affiliate and Third Party Service Providers

  • Third Party Service Providers An Insurer may retain a third-party service provider to perform one or more of the services it is obligated to perform under this Agreement, provided, however, that the retention does not operate to relieve the Insurer of any obligation (including obligations arising from the Insurer’s representations and warranties below) it has to the Company or its affiliates under this Agreement. In addition, retention of unaffiliated third-party service providers is subject the following conditions: • the retention must be pursuant to a written agreement (a “retention agreement”) conforming in substance to the terms of this Agreement (i.e., not inconsistent with any term or provision of this Agreement) and provided to the Company for its approval at least seven (7) days in advance of its execution. • in the event that the Insurer retains a third-party to perform fewer than all of the services provided for herein, any compensation under this Agreement that the Insurer retains must be commensurate with the services it provides under this agreement.

  • Third Party Services Any services required for or contemplated by the performance of the above-referenced services by the Administrator to be provided by unaffiliated third parties (including independent auditors’ fees and counsel fees) may, if provided for or otherwise contemplated by the Financing Order and if the Issuer deems it necessary or desirable, be arranged by the Issuer or by the Administrator at the direction (which may be general or specific) of the Issuer. Costs and expenses associated with the contracting for such third-party professional services may be paid directly by the Issuer or paid by the Administrator and reimbursed by the Issuer in accordance with Section 2, or otherwise as the Administrator and the Issuer may mutually arrange.

  • Third Party Providers Except for those terms and conditions that specifically apply to Third Party Providers, under no circumstances shall any other person be considered a third party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement. Except as may be provided in Third Party Agreements, Company shall have no rights or remedies against Third Party Providers, Third Party Providers shall have no liability of any nature to the Company, and the aggregate cumulative liability of all Third Party Providers to the Company shall be $1.

  • Third Party Vendors Nothing herein shall impose any duty upon DST in connection with or make DST liable for the actions or omissions to act of the following types of unaffiliated third parties: (a) courier and mail services including but not limited to Airborne Services, Federal Express, UPS and the U.S. Mails, (b) telecommunications companies including but not limited to AT&T, Sprint, MCI and other delivery, telecommunications and other such companies not under the party’s reasonable control, and (c) third parties not under the party’s reasonable control or subcontract relationship providing services to the financial industry generally, such as, by way of example and not limitation, the National Securities Clearing Corporation (processing and settlement services), Fund custodian banks (custody and fund accounting services) and administrators (blue sky and Fund administration services), and national database providers such as Choice Point, Acxiom, TransUnion or Lexis/Nexis and any replacements thereof or similar entities, provided, if DST selected such company, DST shall have exercised due care in selecting the same. Such third party vendors shall not be deemed, and are not, subcontractors for purposes of this Agreement.

  • Subcontractors and Unaffiliated Third Parties (a) The Escrow Agent may, without further consent of any party hereto, subcontract with (i) any of its affiliates, or (ii) unaffiliated subcontractors for such services as may be required from time to time (e.g., lost stockholder searches, escheatment, telephone and mailing services); provided, however, that the Escrow Agent (i) shall be fully responsible for the acts and omissions of its affiliate as it is for its own acts and omissions and (ii) shall not be liable for the acts and omissions of any subcontractor absent willful misconduct, bad faith or gross negligence of the Escrow Agent in the selection of such subcontractor (each as determined by a final, non-appealable judgment of a court of competent jurisdiction).

  • Third Party Contractors Tenant shall obtain and deliver to Landlord, Third Party Contractor’s certificates of insurance and applicable endorsements at least seven (7) business days prior to the commencement of work in or about the Premises by any vendor or any other third-party contractor (collectively, a “Third Party Contractor”). All such insurance shall (a) name Landlord as an additional insured under such party’s liability policies as required by Section 10.3.1 above and this Section 10.6, (b) provide a waiver of subrogation in favor of Landlord under such Third Party Contractor’s commercial general liability insurance, (c) be primary and any insurance carried by Landlord shall be excess and non-contributing, and (d) comply with Landlord’s minimum insurance requirements.

  • Affiliates and Third Parties If the Asset Representations Reviewer processes the PII of the Issuer’s Affiliates or a third party when performing a Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 4.10, and this Agreement is intended to benefit the Affiliate or third party. The Affiliate or third party may enforce the PII related terms of this Section 4.10 against the Asset Representations Reviewer as if each were a signatory to this Agreement.

  • Unaffiliated Third Parties Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, airborne services, the U.S. mails and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.

  • Contracts With Service Providers 13 Section 1.

  • Agreements with Other Service Providers Each Fund hereby appoints FSSC as the Fund’s agent to enter into agreements with financial intermediaries that are not registered as broker/dealers under the 1934 Act (each an “Unregistered Intermediary”) to provide Services to their customers that are Shareholders of the Fund. Each Fund agrees to pay Service Fees at an annual rate as set forth in Schedule 1 to this Agreement of up to 0.25% of the average net assets held in Fund accounts for which an Unregistered Intermediary has agreed to provide Services. Any such accounts shall not be treated as FSSC Accounts for purposes of this Agreement.

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